Written board resolution appointing a new secretary

  • Quick and easy to complete
  • Compliant with the Companies Act 2006 and the model articles of association
  • Customisable for your needs

Use this written board resolution appointing a new secretary as part of you board's internal process when hiring a new company secretary, whether they are an external hire or company secretarial duties are being added to the role of an existing employee.

Although it is unlikely that the law requires you have a company secretary, you may decide to appoint one, for example if your company is fairly large, you have a lot of shareholders, or perhaps if you are looking to attract VC investment.

You can use this written board resolution if you do not wish to have a board meeting about the secretarial appointment. The resolution is simply circulated among your directors and is passed when they have all signed it.

If you would prefer to make these decisions during a meeting, you can use Board minutes appointing a new secretary instead.

Q&A

  • When should I use this document?

    You can use this written board resolution to appoint a new company secretary for your business. It works for any company that has the model articles of association and has more than one director.

    You can find out whether your company uses the default model articles of association by looking at its records on the Companies House website.

    If your company uses different articles or has a shareholders' agreement you must check them to see whether they say anything about how you should go about appointing a secretary. You must follow what they require you to do.

  • What does this document cover?

    This written board resolution covers all the points your directors need to agree on to appoint a company secretary. It includes resolutions to:

    • approve the candidate for appointment as secretary;

    • approve their contract or Letter of appointment; and

    • take the necessary steps to file the right forms at Companies House and update the company's registers etc to complete the appointment.

  • Why do I need this document?

    You need this written board resolution appointing a company secretary as a record of your directors' decisions. It is important to follow the proper process and keep records of your board's decisions afterwards.

    Keep a copy of this resolution as a convenient way to comply with your company's legal obligations to keep proper records, and to avoid disputes about the date and terms upon which a secretary was appointed.

  • Where can I find out more?

    For further information about selecting a company secretary in the first place, see Choosing and appointing a company secretary.

    For the process that you need to follow to properly appoint a company secretary, see How to appoint a company secretary.

    If your directors would rather make this decision in a board meeting where they can discuss the candidate, rather than in writing, use Board minutes appointing a new secretary.

    If you only have one director, you will need Sole director resolution appointing a new secretary instead.

    Finally, if you need terms of appointment, you can use Letter of appointment for a company secretary.

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